Terms and conditions

Definitions

Provision of the service

These terms and conditions relate to the 50:1 and 20:1 contented Business broadband packages from Vodafone.

The provisions of the Application Form are binding on Vodafone once Vodafone confirm to the Customer in writing acceptance of the Customer's order. The Customer agrees to receive the Service and pay the fees for the Service as specified in this Agreement.

Vodafone will provide the Service to the Customer in accordance with the Conditions of this Agreement and with reasonable skill and care. It is technically impracticable to provide the Service or the telecommunications services free of faults and Vodafone does not undertake to do so.

Vodafone will use its reasonable endeavours to provide a prompt and continuing Service but will not be liable for any loss of data resulting from delays, non-deliveries, missed deliveries, or service interruptions caused by events beyond the control of Vodafone, or by errors or omissions of the Customer.

Vodafone exclude all and any warranties and conditions of any kind, whether express or implied, in respect of the Service and any content or data obtained or downloaded from it or the accuracy of information received through it.

To use the Service, the Customer needs to supply Vodafone with certain details on the Customer's Application Form. Vodafone will respect the privacy of this information and will comply with applicable data protection legislation in respect of it.

The Customer must have a working analogue Line in order to receive the Service. If the Customer has a cable line or ISDN line then Vodafone cannot be held responsible if the Customer is no longer able to receive the Service.

The Customer acknowledges that the Service will depend upon the characteristics of the Customer's Analogue Line and that where the Carrier so determines it may not be possible to supply the Service with the expected bandwidth at all in some circumstances. In this event Vodafone shall have the right to terminate this Agreement without liability to the Customer.

From time to time certain PoPs, servers, or the whole or part of the Network may be closed down for routine repair or maintenance work. Vodafone or its authorised representative shall give as much notice as in the circumstances is reasonable and Vodafone shall endeavour to carry out such works during the scheduled maintenance periods as published from time to time.

Vodafone may occasionally have to interrupt the Service or change the technical specification of the Service for operational reasons or because of an emergency. Vodafone will give the Customer as much notice as possible of any planned interruption of the Customer's Service. In these circumstances The Customer shall have no claim against Vodafone for any such interruption.

Vodafone will correct reported faults as soon as possible. Should the Customer encounter a fault with the Service the Customer should report the fault to the Vodafone ADSL helpdesk.

The Customer acknowledges that the Service shall be provided by Vodafone at the original Premises stated on the order form. In the event the Customer requests the service to be moved to another location, Vodafone will do a cease and re-provide to the new location and a new 12-month contract will start from the point of the new service being activated. A one-off connection fee is chargeable for this service.

Vodafone reserves the right to remove email from Vodafone servers that is left for a period of more than four months.

Vodafone reserves the right to change the Customer's password at any time at its sole discretion.

Term

This Agreement will commence on the Commencement Date and shall continue for a term equivalent to the subscription period paid by the Customer until the expiry of that subscription period or the Agreement is terminated in accordance with the terms hereof ("the Term") subject to the provisions of paragraph 13.1.

The Minimum Period of Service does not prevent Vodafone from suspending or terminating the Service under paragraphs 12 and 13 of this Agreement.

Fees

Vodafone shall provide the Customer with the Service for the fees as set out on the Application Form. These fees are payable monthly in advance from the start of the Minimum Period of Service. Payment will be due on the date specified on the invoice. Save where the Service is terminated by Vodafone without cause, the Customer shall not be entitled to a refund of subscriptions paid.

The installation fee as specified on the Application Form is payable with the first monthly rental.

All fees are subject to change from time to time in the event that the Carrier increases its fees to Vodafone. Vodafone will contact you in the event of any such increases.

In addition to the fee set out on the Application Form, Vodafone shall be entitled to charge the Customer for the reasons given.

Internal Relocation – if a customer wants to relocate the main phone socket from one room/floor to another within the same building

Abortive Visit Charge – abortive visits include attendance to incorrect address provided by the customer, site does not meet requirements specified by BT or End User is not available.

Reworking Charge – if the Customer consents to a Carrier engineer making good any existing non-Carrier installed wiring to make it fit for installation of the Service.

Order Cancellation – if the customer requests the cancellation of the Vodafone ADSL service.

Access

The Customer must allow Vodafone or any Carrier to have access to the Premises at all reasonable hours for the purpose of testing or maintaining any of the Equipment and/or the Service and provide a safe and suitable environment for such access visits.

Installation

When Vodafone manages the connection only: Vodafone will only arrange for the ADSL service to be provided on the customer's telephone line. It is the customer's responsibility to connect the necessary micro-filter and ADSL equipment.

Customer use of the service

The customer must not use the service:

in a way that does not comply with the Conditions or any legislation or that is in any way unlawful or fraudulent; or

in connection with the carrying out of a fraud or criminal offence against any telecommunications operator; or

in connection with the carrying out of a fraud or criminal offence against any telecommunications operator; or

to send or procure the sending of unsolicited advertising or promotional material; or

in a way that does not comply with any instructions given by Vodafone for reasons of health, safety or the quality of the Carrier's telecommunications services or the Vodafone System; or

attempt to use the Service in a way that modifies, decompiles, translates, reverse engineers, reconfigures, disassembles or otherwise alter or attempt to modify or reconfigure the Service or any Equipment or software or copy any manual or documentation relating to the Service except to the extent applicable law specifically prohibits such restrictions;.

to distribute copies of the licensed programs or their documentation to others;

to rent, lease or grant its rights to the licensed programs;

to ship or transmit (directly or indirectly) any copies of the licensed programs or any technical data in the licensed programs or its media or any direct product thereof to any entity or country destination.

The Customer will co-operate with Vodafone's reasonable requests for information regarding the Customer's use of the Service and supply such information without delay.

Where the Customer uses the Service to reach networks and services not operated by Vodafone, the Customer will abide by the acceptable use policies or terms and conditions imposed by the operators of those networks and services.

The Customer warrants that:

it, as the registered user of the account, will keep the username and password secure and not let them become public knowledge and that the password will not be stored anywhere on a computer in plain text;

if the password becomes known to any other unauthorised user it will inform Vodafone or its authorised representative immediately;

any breach of these obligations shall entitle Vodafone to immediately terminate the Service to the Customer without notice.

Use by others: The Customer acknowledges that Vodafone is unable to exercise control over the content of information passing over the network utilised by the Service or via the Service, and Vodafone hereby excludes all liability of any kind for the transmission or reception of infringing information of whatever nature.

Breach of conditions

Vodafone shall investigate any suspected or alleged breach of these Conditions or any suspected compromise to the network utilised by the Service, systems or security and in doing so Vodafone will act reasonably and fairly at all times.

Vodafone reserve the right to take any action Vodafone deem appropriate and proportionate to the breach of the Conditions.

If Vodafone decide that the Customer has breached the Conditions, Vodafone will use reasonable endeavours to ensure that the Customer is made aware of the breach without suspension or termination of the Service. However it may be necessary, due to the severity of the breach, to suspend or end the Service whilst details of the breach are investigated further. Vodafone reserve the right to suspend or end the Customers Account at its sole discretion without refund, and make an additional charge for all reasonable costs incurred due to investigating and dealing with the misuse and/or blocking access to any component(s) of the Service.

The Customer must notify Vodafone immediately in writing of any allegation of infringement of any intellectual property rights prompted by its use of the Service. The Customer may not make an admission relating to an alleged infringement. The Customer must allow Vodafone, or at Vodafone's election, the Carrier to conduct all negotiations and proceedings and give Vodafone or the Carrier all reasonable assistance in doing so. The Customer must allow any part of the Service to be modified so as to avoid continuation of the alleged infringement.

Term and termination

The Customer may end this Agreement after the Minimum Period of Service by giving Vodafone not less than thirty (30) days written notice expiring no earlier than the end of the Minimum Period of Service or the current paid subscription, whichever is greater. If a Customer wishes to end this Agreement before the end of the Minimum Period of Service, Vodafone shall be entitled to charge the Customer fees which would have been payable by the Customer for the balance of the Minimum Period of Service.

Vodafone may end this Agreement immediately upon written notice to the Customer if:

it becomes unlawful for (i) Vodafone or the Carrier supporting the Service to continue to provide the Service; or (ii) Vodafone or the Carrier supporting the Service is required to cease the Service by a competent regulatory authority; or

the Carrier supporting the Service ceases to do so for whatever reason or materially changes the terms of its provision of telecommunications services to Vodafone for the Service beyond the reasonable control of Vodafone; or

The Customer (or a third party acting on the Customer's behalf or instruction) fails to comply with any of the material Conditions or conditions of this Agreement including the Customer's obligation to pay and the Customer does not remedy such failure within fifteen (15) days of a request to do so.

The Customer takes (or causes or permit a third party to take) any action in breach of Vodafone's rights to the Confidential Information.

The provisions of this Agreement regarding Confidential Information and limitation of liability shall survive the termination of the Agreement.

Upon termination of this Agreement the Customer shall immediately stop using the Service and the Customer's right to use the Service shall immediately terminate.

Limitation on liability

Nothing in this Agreement shall exclude or limit liability for

death or personal injury resulting from the negligence of either party or their servants, agents or employees or

fraud.

Vodafone shall not be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise arising out of or in connection with this Agreement for:

any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or

any loss of goodwill or reputation; or

any special, indirect or consequential losses or any destruction of data, in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out of or in connection with the provisions of, or any matter under this Agreement.

Subject to paragraphs 9.1 and 9.2, Vodafone's liability to the Customer in contract, tort, negligence, pre-contract or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited in aggregate to £250.

Each provision of this paragraph 15 excluding or limiting liability shall be construed separately, applying and surviving even it for any reason any other provision does not remain in force, notwithstanding the expiry or termination of this Agreement.

The Customer is solely responsible for any liability arising out of any content provided by the Customer and/or any material to which other users can link to through such content. Any data included in the Equipment upon installation by Vodafone is for testing use only and Vodafone hereby disclaim any and all liability arising there from.

Indemnity

The Customer agrees to indemnify and hold Vodafone harmless for all liabilities, loss, claims and expenses that may arise from (a) any breach of these Conditions by the Customer; and (b) any transmission or receipt of any content or message which the Customer has requested or made using the Service.

Data protection/personal details

Vodafone may retain the Customer's personal data, and the Customer authorise Vodafone to use their personal data, for the following purposes:

Provision of the Service to the Customer;

Keeping of a record for a reasonable period after termination of the Customer's Service;

Operation and enforcement of these Conditions;

Technical maintenance;

Providing the Customer with information about other services Vodafone offer, subject to the Customer's right to opt out of receiving such information on the Application Form;

Transferring it to another company in the event of a sale of Vodafone; and legal compliance including disclosing it to any third party who Vodafone reasonably consider has a legitimate interest in any such investigation or its outcome.

It is the Customer's responsibility to keep the personal data that the Customer provides to Vodafone up to date. Vodafone may send notices or other information to the Customer at the address the Customer give Vodafone. The Customer should notify Vodafone immediately of any change to the Customer's personal data

Confidentiality

The Customer must at all times, both during the term of the Agreement and for a period of two (2) years after its termination, keep in confidence all Confidential Information using at least the same standard of care the Customer uses with their own confidential information, but in any event no less than reasonable care. The Customer may not use or disclose any Confidential Information other than for purposes and activities specifically permitted by the Agreement. The Customer may only disclose Confidential Information to an employee or contractor under binding obligations of confidentiality substantially similar to those set forth in this Agreement on a "need to know" basis. If the Customer is legally compelled to disclose any Confidential Information, then, prior to such disclosure, the Customer must:

immediately notify Vodafone to allow Vodafone an opportunity to contest the disclosure;

assert the privileged and confidential nature of the Confidential Information; and

co-operate fully with Vodafone in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection is not obtained the Customer may disclose the Confidential Information only to the extent necessary to comply with applicable legal requirements.

Assignment

Vodafone reserves the right to assign or sub-contract any or all of its rights and obligations under this Agreement without the Customer's further consent to such assignment or sub-contract.

The Customer may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of Vodafone.

Matters beyond the parties

If either party is unable to perform any of its obligations under this Agreement because of a matter beyond that party's reasonable control including, but not limited to, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, or acts of local or central Government or other competent authorities or acts or omissions of third party telecommunications service providers, that party shall have no liability to the other for such failure to perform its obligations.

Proprietary rights

All title, interests, and rights (including intellectual property rights) in the Service remain in Vodafone and/or its suppliers. The Customer acknowledges such title, interest and rights and the Customer shall not take any action to jeopardise, limit or interfere in any manner with Vodafone's (or any third party supplier's) title, interests or rights with respect to the Service including, but not limited to, using its trademarks or trade name

Title and related rights in any content accessed through the Service are the property of the applicable content owner and are protected by applicable laws. The right to use granted to the Customer under this Agreement gives the Customer no rights to such content. If the Customer wishes to use such content, the Customer must ensure that he has the appropriate consent or licence of the content owner.

Amendment of these conditions

Vodafone reserves the right to add to and/or amend the Conditions at any time. Such changes shall be notified to the Customer. Changes in this manner shall be deemed to have been accepted if the Customer continues to use the Service after a period of two weeks from the date of posting on the Website.

Miscellaneous

The Agreement will constitute the entire agreement between the parties concerning the subject matter of these Conditions. It will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties relating to the subject matter of these Conditions, and all past courses of dealing or industry custom. The Agreement will prevail over any other conflicting written instrument or other notice the Customer may submit to Vodafone.

For contracts on or after 1 July 2009: An 'unrestricted' data or voice price plan or data bundle specifically allows you to use mobile internet for (1) calls over the internet (Voice Over IP); and/or (2) peer–to-peer communication services. If you use your mobile internet for (1) and/or (2) above and you are not on an unrestricted data plan we may do one or more of the following:

Any amendment to the Agreement must be in writing and signed by an authorised representative of each party.

The Agreement shall be governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England.

In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.

If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.

Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement. A waiver of a provision or breach of a provision of the Agreement will only be effective if made in writing and signed by an authorised representative of the waiving party.

The licence granted under the Agreement will not create a partnership, joint venture, agency relationship or franchise relationship

Notwithstanding any other provision in this Agreement, nothing in this Agreement will create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the Customer or Vodafone.

The headings to the sections of these Conditions are for convenience only and have no substantive meaning.

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